


Catgirl Invasion! - Make a Contract With Me! (Puella Magi Madoka Magica)

by QueenNyanlathotep



Series: Catgirl Invasion! Through the Pussy Hole! [3]
Category: Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica
Genre: Catboys & Catgirls, F/F, Femdom, Inanimate Transformation, Mind Break, Rape/Non-con Elements, Tentacle Rape, Tentacle Sex, Transformation, food transformation
Language: English
Status: Completed
Published: 2021-01-31
Updated: 2021-01-31
Packaged: 2021-03-18 02:07:26
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 18,750
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29110533
Author URL: https://archiveofourown.org/users/QueenNyanlathotep/pseuds/QueenNyanlathotep
Summary: TheKitty Hawkand its crew of cruel catgirls find themselves on the Earth ofPuella Magi Madoka Magica, where they are quick to come to an agreement with a strange, white-furred... squirrel? The Holy Quintet--and the rest of humanity--are swiftly sold out.
Series: Catgirl Invasion! Through the Pussy Hole! [3]
Series URL: https://archiveofourown.org/series/2135592





	Catgirl Invasion! - Make a Contract With Me! (Puella Magi Madoka Magica)

**Author's Note:**

> The year is 2X69, and the Earth lies within the paws of the Bakeneko, a race of gleefully sadistic catgirls. Dissatisfied with making playthings of humanity, they've now turned their attention to the other worlds of the multiverse...
> 
> ( _Catgirl Invasion! Through the Pussy Hole!_ is a crossover spin-off of my original femdom/TF/vore series _Catgirl Invasion!_. Knowledge of _Catgirl Invasion!_ isn't necessary to enjoy this, but if you're interested you can click [here](https://www.deviantart.com/queennyanlathotep/gallery/66455705/catgirl-invasion) to read it on Deviant Art.)

Tap.   
  
Tap.  
  
Tap.   
  
"Hmm."  
  
Tap.  
  
Tap.  
  
Tap. Tap.  
  
"Hmmm."  
  
Tap.   
  
Tap.  
  
Tap. Tap. _Tap_.  
  
"Hmmmmmm, nyaaaaaaah! How long is dis going to take, nya?!"  
  
Seifuku threw up her arms and spun in her chair so fast it tipped over. Face flat against the ground, she gave a muffled groan of annoyance.   
  
"Nyot much longer," said Seigu. Her eyes were closed, her mind tuned to the saibanetics of the _Kitty Hawk_. Far below, on the exterior of the craft, the ship's main pointer twitched in accordance with her will, turning the seven rings of Nyar Gate before them. Its Narrative sigils glowered in the dark like half-burnt embers.  
  
"Oooooh, but I wanna go thwough it nyow!" cried her sister. She beat her arms against the floor and rolled from side to side.  
  
Seigu's eyes twitched behind their lids. "I said," she spat through gritted teeth, "nyot much longer!"  
  
With a moan of utter boredom, 'Fuku raised her head and slammed it straight into the floor. As she lay groaning, a helpful ensign offered her a popsicle to suck on. She accepted it wordlessly.   
  
The gate on the monitor spun.  
  
"Ahah!" cried Seigu at last. "I did it!"  
  
On the monitor, the last and largest ring slipped neatly into place. At once, the seven signs aligned beneath the capstone began to glow a brilliant pink. And then, without pause, the array began to spin.   
  
As the wheels spun around and against one another, great arcs of juice began to form around them. Darting back and forth, they began to strike at the center, and an awful psychic sound began to emanate throughout the spaceship--a sound halfway between the yowling of a cat and the ripping of paper.  
  
As they watched, spacetime came undone before them, and the hole rent in the fabric solidified as something large, pink, and absolutely like a giant vagina.   
  
Slowly, the spinning ceased.  
  
"Wooo!" cried 'Fuku, leaping from the floor and onto the console in a single impossible front-flip. "Let's go! Through the Pussy--"  
  
"Hang on," Seigu interrupted. "Just nyeed to do some diagnostics, nya." She closed her eyes.  
  
Seifuku stood frozen mid-pose, one paw still aimed towards the gate on the screen. "Leeeeet's--"  
  
"Just a second. Nyot quite done yet."  
  
Seifuku began to vibrate. "L-l-l-l-l-et's goooooooooooooo--"  
  
"A few more seconds..."  
  
Seifuku whistled like a kettle.  
  
"Aaaaand done." Seigu gave a thumbs up. "We're good to go, nya."  
  
"Excellent," said Seifuku. "I'm glad to heawit, nya." She sniffed. "Anyway... **FULL SPEED AHEAD!!1!** Through the Pussy Hole!"   
  
With a tremendous purring, the craft shot forward through the rift. Trembling pinkness, like the walls of... _well_ , enveloped them on all sides. Great bolts of juice crackled and danced, bouncing around and against the ship's shielding.  
  
And then, just like that, they were through. The darkness of space surrounded them again, and the pussy hole was shrinking into the distance behind them.  
  
The glimmering marble of an Earth appeared on the screen before them. At the sight, Seifuku leapt onto her console, tongue out, eyes glimmering with avaricious delight.   
  
Seigu, meanwhile, rubbed her paws together eagerly. "See?" she said, to no-one in particular, "I told nyou we'd find another one." The world below glistened in sunlight, tempting as treacle. "Nyow... what should we do with--"  
  
The bridge turned red. A terrible warbling filled the air. **WAWNING. WAWNING** ,screeched a high-pitch voice, **UNAUTHOWISED TELEPAWTATION DETECTED ON THE BWIDGE!!**  
  
With a collective yowl of panic, every catgirl in the room leapt screaming from her chair, flailing her arms and running in circles. Only Seigu was left unphased in the middle of the chaos, eyes tight, hands free to palm her face. She did so, and sighed.  
  
With a snap of her fingers, the warbling died and the light snapped back to normal. At once, every catgirl stopped mid-flail, their screams fading to little cautious whines.   
  
"Okay, what happened?" said Seigu. "Who teleported?"  
  
"Hmmm," said 'Fuku, one finger to her lips. "Maybe it was the squirrel, nya."  
  
Seigu frowned. "What squi--" She followed the other catgirls' eyes to the center of the bridge, where there stood something that--to 'Fuku's credit--wasn't _entirely_ unlike a squirrel. It had a tail, for instance.   
  
Of course, it was also bright white, with golden bangles floating around a pair of over-sized... ears?  
  
"Hello," said the creature, in a voice like a child.  
  
Every catgirl on the bridge stopped moving.  
  
"Awww lookadit!" squealed Seifuku. She ran across the room and snatched the creature up, holding it high in the air and spinning around, before clutching it tightly to her chest. "Aww, it's so cute! Can I keep it, Seigu? Can I?"  
  
Seigu's eyes twitched. "'Fuku, I don't want to alarm nyou, but the thing nyou're holding just breached seven layers of shielding to appear directly on our bridge. I don't think nyou should be _cuddling_ it."  
  
"It's okay," said the creature, sticking its head through 'Fuku's arms. "I'm Kyubey. What's your name?"  
  
"Awwww," 'Fuku continued, holding the creature up to her face. "Nyou're so cute I could eat nyou, nya!"  
  
So she did.  
  
Seigu cringed as her little sister licked her lips and fell back on her butt with a full tummy and a satisfied smile.  
  
"Ahhh--" the little catgirl sighed. She was cut off abruptly as Seigu's saibanetic hands grabbed her neck.  
  
"Spit it out, nya!" Seigu demanded, shaking 'Fuku up and down like a doll. "Nyou know what I said about eating strange creatures--spit it out right nyow!"  
  
"It's okay," said Kyubey, from its place on 'Fuku's console. "You can have that one."  
  
Seigu whirled around, and her eyes snapped between 'Fuku's bulging belly and the Kyubey before her. "Oh," she said at last, "nyou're just a puppet, aren't nyou?"  
  
The creature nodded. Seigu got the strangest impression it was smiling. "That's right," it said, hopping down to the floor. "I don't mind you using my bodies, so long as you don't waste them." It ambled over to Seigu's feet and began to prod her cardboardium boot. "Are you guys really from another universe?"  
  
The saibaneko frowned. On the one hand, this creature seemed friendly. On the other, it would be foolish to reveal something so critical to something so potentially powerful without an understanding of the potential ramifications the decision could--  
  
"Oh nyeah!" cried 'Fuku. "We came stwaight thwough da Pussy Hole, nya!"  
  
Seigu grimaced.  
  
Kyubey, meanwhile, tilted its head. "That sounds fun," it said cheerily. "Do you have something called 'entropy', where you're from?"  
  
"...Nyes?" Seigu replied.   
  
Kyubey nodded. "How old is your universe?"  
  
A grin twitched on Seigu's face. "2404363.00175 _N_ , where _N_ is the half-life of a carbon-14 nuclei," she answered instantly.  
  
"Oh. Not much older than this universe."  
  
Seigu studied the creature's empty marble eyes. "Nyou're circling around a question," she said. "Why don't nyou just ask it?"  
  
The creature paused. "Have you solved entropy?" it asked at last.  
  
"Oh, psssh," said Seigu, waving her arm dismissively. "That little problem? We solved that millennia ago. All nyou need to do is violate the conversation of energy by introducing some extra into the physical system via a metaphysical source outside the jurisdiction of the Second Law. Like hacking a game and jacking up nyour character's stats. Honestly, it's so easy a hatchling could do it. (Of course, if nyou introduce too much nyou risk collapsing the universe into a singularity but that's a bridge nyou can cross when nyou come to it.)"   
  
Kyubey made a sound like a sigh. "Oh. That's what we've been doing." It still sounded as calm as ever.  
  
"And it's nyot enough? What's nyour tech like? Nyou should easily be able to produce enough juice."  
  
"Juice?"  
  
As they spoke, Seifuku's eyes bounced back and forth between them, as if she were watching a tennis match.  
  
"Nyou know..." said Seigu, waving her arms vaguely, "...juice, flux, nectar, laifu, spin--Dreaming Seawater, metaphysical 'energy'." She paused for a response, but the creature simply stared at her.  
  
"Nyo? Nyot ringing any bells? Hmm. Perhaps a demonstration is in order, nya."

*

"Sooo," said Seigu, holding her hand out emphatically as she led them into the chamber, "this is the Juice Plant, nya." She gestured to a row of jars, each attached by a tube to the ceiling. Inside the vessels sat women of varying appearances and ages--the only fact they shared in common was that they were naked and drenched in a strange pink fluid.

Oh, and the fact that saibanetic tentacles were penetrating each and every one of their orifices.

"The squeezers--that's what we called the tendrils--excite the soul to produce juice," Seigu explained, raising her voice over the sound of moaning. "Which is then collected by suckers on the arms and the drains down here." She pointed to the base of a machine. "Of course, the soul can only produce so much, and juicing isn't exactly the softest method..."

She indicated a nearby tank. The woman inside was almost dry of juice--only the thinnest of rivulets still dripped from her skin. All the same, the squeezers continued to probe, and as they all watched, the woman gave one last broken moan... before turning a shade of deepest pink, and melting to the bottom of the jar as a puddle of thick slime.

A hatch at the bottom of the tank slipped open, sucking the pulp straight out. As it snapped closed, another woman dropped screaming and naked down the tube and into the jar. The tentacles resumed their work with barely a pause.

"Wow," said Kyubey, hopping up on to Seigu's shoulder. "This is a lot more efficient than our process."

"Oh? How do nyou do it?"

Kyubey tilted its head and a paw to its mouth thoughtfully. "Hmm. We offer human females of their second growth stage a contract: one wish in return for them defeating witches. When a witch is destroyed, she leaves behind a 'grief seed' containing her magical energy, which we then harvest. Magical girls are subject to grief in the process of fighting and this grief eventually causes them to transform into witches themselves, keeping the cycle turning."

Seigu blinked. "That does sound a little... convoluted, nya. ...I like the Faustian aspect though."

There was an uncomfortable pause as the two of them watched the squeezers probe a young blonde's holes.

In the end, it was Kyubey who spoke. "Would magical potential affect the production rate?" it asked.

"Why?" asked Seigu, raising an eyebrow. "Do nyou have someone in mind?"

The Incubator sat motionlessly for some time. "Someone," it said eventually. "But first... I want you to make a contract with me."

***

  
Homura Akemi sat and sipped at a cup of jasmine tea, her eyes locked on the horizon. Her hand was firm as she returned it to its saucer--only the slightest tremor of the drink revealed her disquiet.  
  
Raising her head, she turned her eyes to the clock of the café. For a disquieting instant, nothing happen--then, at last, a hand ticked. Five past twelve. Madoka was late.  
  
With an almost inaudible sign, Homura took another sip of her drink and tried to reassure herself. There were many, many perfectly mundane reasons why Madoka could be late. Perhaps her train was caught in traffic. Perhaps she had stopped to admire some flowers.  
  
The other option: that a witch had caught her--played like a eerie record in Homura's thoughts. But then, they had seen so few witches since the four of them--with Madoka's sideline support--had defeated Walpurgis together (as it turned out, Walpurgisnacht was immune to fire--explosives were one of the few things that _couldn't_ kill her...).  
  
As the clock ticked on, she forced herself to calm. Madoka was barely five minutes late. She had been the same to their first date as well--the one Homura had begged for, jubilantly, in the aftermath of Walpurgis's defeat, when the burning shards of Mitakihara's skyscrapers were still tumbling from the sky. As the others laughed and cheered in celebration, Homura had clutched Madoka's hand and fallen to the ground. Finally, she'd thought, head swaddled in elation, she'd won. She'd saved her. _Madoka_ , she'd squealed, voice near broken in delight, _Can I..._  
  
The visions of that golden past did more to calm her mind than the tea had. Homura smiled. Madoka would be _fine_.  
  
Then the sound of a scream took the hope of this thought and smashed it into glistening fragments.   
  
With a twitch of the eye, Homura placed her cup on its saucer and turned her attention to the window, where a thick layer of cloud had smothered the morning sky, pierced only by the odd blade of sunlight.   
  
But there were other things puncturing the clouds: as Homura watched, something soft, blue, and disc-shaped dropped into view. It hovered oddly in the air for a moment, turning slowly. A stylized face had been drawn on its front--combined with its pair of triangular antennae, it had an oddly cat-like appearance.  
  
Homura blinked in shock. Was that... a saucer? As in... a _flying_ one?  
  
It was followed by another, then another in turn, and then suddenly the sky was purring with sound. Something larger, far larger, was dropping through the clouds, splashing like an overweight diver through an ocean of bleak grey.  
  
As Homura watched in frozen shock, the sky turned blue once again.   
  
A vast saucer, several hundred times the size of the smaller, spun slowly above them, its underside as smooth and unbroken as plastic. Its great bulk cast a shadow across all Mitakihara, drowning the city's blocks in thick, cloying darkness.  
  
A crash from out front drew her attention from the sky--she spun to see one of the smaller craft had landed just outside of the café. An anxious crowd had already gathered to watch.  
  
As she looked on, a hatch on the saucer's top snapped open, and a cat-eared girl stuck her head out. The catgirl glanced around, hand raised to shield her eyes, then vanished inside. With a click, the hatch closed behind her.  
  
And then, slowly, as if uncertain, the craft began to rise.  
  
Four legs, as long and spindly as noodles, sprouted from its base and raised it to the air. A fifth appendage sprouted from between them, coiling over the rest of the saucer like a scorpion's tail. There was something menacingly in its motions.   
  
Murmurs of shock swept through those watching. Several people ran.  
  
They were right to. The limb began to shine, its tip crackling with a strange pink lightning. A coruscant beam flew from its point.  
  
Homura watched as a peachlight beam struck the crowd and bathed them its neon hue. Just like that, the people vanished, leaving only empty clothes where they'd been standing.  
  
Someone screamed.   
  
Homura's heart beat wildly. What was going on?! Tightening her jaw, she crashed through the café door and out into the street. As the tail of the saucer coiled again and its tip began to crackle with fresh energy, her hand went to her soul gem.   
  
As the crystal leapt from her grip to the back of her hand, Homura dove into a sea of clocks and their faces, of spinning gears and Roman numerals. A wash of violent swept her clothes, unravelling and reknitting them in a sharper, stronger form, while from her wrist sprung a complex mechanism: a silver discus of clockwork and wheels. She surfaced in reality, her shield's gears whirring.   
  
At its command time's own gears stilled, and the world became as gray as a Victorian daguerreotype. Reaching into depths of her weapon's hidden interior, she withdrew the weighty length of an AT4 rocket launcher, aiming it high towards the tip of the cat saucer's tail. Breathing tight, she fired.  
  
With a violent roar, the rocket flew. It got about a meter from its barrel before coming to an abrupt, indecorous halt, the frozen air smothering its explosive ambitions.   
  
At Homura's will, time's wheels began to turn again. The rocket shot forward, and with a crack it struck the tip of the saucer's tail--the craft reeled back, its weapon smoldering.   
  
"Run!" Homura shouted. The alien walker was already beginning to right itself. As the smoke cleared, its tail reappeared, whole and undamaged by the rocket.  
  
It began to turn towards her.   
  
Before it had a chance to charge, Homura broke into motion. Discarding the empty AT4, she pulled another from her shield.   
  
This time, she aimed for the legs.   
  
The explosion threw the saucer off balance, causing its shot to squirt aimlessly into the sky. It tumbled and crashed straight into the side of a nearby highrise, bouncing off the building with a _clang!_. For an instant, it hovered in the air, wobbling as if dazed.  
  
Then, all at once, its legs gave way, and it dropped to the floor.  
  
At the saucer's body struck the road, Homura took the chance to leap, landing on the craft's lightly curving top. Discarding the empty rocket launcher, she clung tightly to the vehicle, using her magic to glue herself to the craft's smooth surface. Slowly, it began to move again, ear-like appendages twitching, eye-like headlights flashing. At last, it began to rise. One of its limbs rubbed wearily at its edge, forcing Homura to hide behind the ears.   
  
And then, just like that it, it ambled on.  
  
As the walker stumbled through the street of Mitakihara, a single word roared like thunder in Homura's mind: _Madoka_.   
  
Turning the full force of her magic on the saucer's hatch, Homura snapped it open with ease. She took a deep breath and dropped inside.   
  
She found herself inside a soft blue chamber, disconcertingly large when compared to the saucer's size. Around her were flat walls, flooring, smooth chairs and fittings, all molded from that same blue plastic. And there, behind her, a cage of luminous glass, filled with terrified men and women, banging the walls of screaming in shock.   
  
Homura sighed in relief. They were still alive--just captive.  
  
She turned. To her right sat two women about her own height. Cat-eared and -tailed, they wore suits of tight blue spandex and were smashing at a keyboard as if it had insulted them. They didn't seem to have noticed her.  
  
Cautiously, Homura turned back to the cage. Firstly...  
  
"Hey!" called a voice from behind her.   
  
Homura froze.   
  
Behind, one of the catgirl had stood and was advancing towards her. Homura kept herself as still as possible, waiting for a cue to make her next move.  
  
Before she could do anything, however, the alien frowned and tilted her head in confusion. "Huh," she said. "Nyou knyow, I kinda thought dis one was outta da cage for a second." She shrugged and turned back to the console.  
  
Homura blinked. _W-what? Did she just...?_ Shaking her head in disbelief, she turned her attention back to the cage and quickly scanned its contents. The captives looked back at her pleadingly, but there was no sign of Madoka among them. She hadn't expected it, but still...  
  
With a sigh, Homura turned away. If she fought the catgirl pilots, perhaps she could free the prisoners here, but it wouldn't bring her any closer to finding Madoka. Should she abandon her rescue and attempt to escape?  
  
The screen above the console flashed with new colour as the saucer tilted on its legs. For an instant, instead of streets and running people, it showed only a flat expanse of soft blue. The mothership, Homura realized.  
  
Homura held tight where she stood. Perhaps _that_ would be a better place to start.  
  


* 

  
It didn't take long for the saucer to make a return trip. A few more people--none of them Madoka, annoyingly--flashed into being inside the cage, filling it so tight some were pressed against the wall. At several points, one of the catgirls would turn to examine their bounty, at which point Homura would freeze and pretend to be flat against the glass herself. The catgirl would frown, tilt her head, shrug, and move on. Each time, Homura almost screamed at the stupidity of it.  
  
At last, however, the cage was full, and with a violent attack on the console, the pilot took them off the ground and up towards the larger craft above them. As they approached, the screen revealed greater depths to its surface--smooth plastic turned to patterns of something like circuitry, a filigree web of hatches, lines, and panels, marked with strange signs that were at once completely new and yet entirely recognizable--meaningless, yet meaningful, in a way that made her head hurt. She tried not to think about it.  
  
One such hatch snickered open at their approach, allowing the saucer to ascend into a tiny alcove, barely big enough to receive it. They connected with a loud sucking sound, like a great wet kiss.  
  
"Phew," said one of the pilots. "Dat was a lot of work." She paused, as if deliberately. "Anyway I guess it's time to offload all the humans on the ship indiscwiminately without even turning aroun--awound... nya~!" She hit a button on the console.  
  
Before Homura could react, a woman in the cage vanished, stolen in a flash of pink light. An instant later, another did the same, then another, then another in turn, and then--  
  
Homura's world turned upside down. She saw bright pink, felt a great sense of vertigo. She tumbled through a tunnel of pink nothingness.  
  
And then she was in reality again, sitting inside a glassy blue tube. One direction led onward into darkness, while the other was plugged by a stubby nib--the end of one of the walker's limbs. No sooner had she recognised this than she felt a great suction, like the forceful of a wind tunnel. The suction grabbed and pulled her, sucked her body off its knees and sent it hurtling through the tube. She had just enough time to see another of the cage's occupants appear and replace her.  
  
Writhing and wriggling, she tried to reach her shield, but the suction held her body tight in its invisible grasp. She considered stalling time, but where would she go? All she could do was wait to see where the pipework took her.  
  
Soon, the darkness ahead turned to light, and in a sudden surge of illumination, the tube spat her into an enormous chamber, flinging her straight towards a strip of luminous blue plastic.  
  
She had an instant to recognize the other prisoners struggling ahead of her, their bodies stuck as if to flypaper. Homura's face contorted in horror as she realized it was a conveyor belt.  
  
Time stopped--the strip turned grey. Homura landed, kicked herself from its frozen surface.   
  
Time resumed. She rolled to a stop beside the belt just in time to see the woman behind her fly from the pipe and land with a squelch against the sticky conveyor.   
  
Taking deep breaths, she stood and looked around.   
  
She was standing in the center of a tremendous blue chamber, filled with machinery. Pipes jutted from all around the cylindrical wall, and as she watched they spewed people onto the many conveyor belts that led to the room's center. There, in the middle, they fed into the mouths of a ring of boxy machines.   
  
Homura trailed the conveyor to its end, where it passed through one of the machines, before feeding into the end of a waiting pipe, open and eager, like the mouth of a snake. One such tube led from the end of each belt, rising up and merging on ascent into a single, thicker pipe which disappeared through the chamber's ceiling. A constant stream of strange objects was flitting through it, flying upward and out of the room.   
  
As she watched, the front of a nearby machine opened to admit a screaming young woman, whom Homura recognised from the cage. The girl vanished into the box with a final, panicked wail, and the door closed behind her with a _schunk_.  
  
A purring built up, while pink light spilled through the gaps in the door of the machine.   
  
At last, there was a _ding!_ , the light and the noise died, and Homura was left to watch as the machine's door opened, spitting a strangely-shaped device.   
  
She starred, brow furrowed, as it rolled from the box and into the end of one of the pipes descending from the centre of the ceiling. A hiss of sucking air, and it shot up and out of the room.  
  
Meanwhile, the machine's door opened again. Of the young woman, there was no sign.   
  
Before Homura could process this, a man on the conveyor wailed and tried to pull himself free, desperate to avoid the maw of the machine. He had no luck, however--the door closed behind him, and with a lengthy _puuurrr_ , the device surged in motion. Again, that wavering light, that sudden _ding!_.   
  
The box's reach hatch snapped open, shunting a little tub of fluid towards the pipe.  
  
Homura's heart was pounding. Wha--what was it doing to them?!  
  
As she watched, horrified, the machine beside her dinged again, and another one of the strange objects rolled out. This time she was quick enough to snatch it.  
  
Long and plastic, it looked a little like a microphone, but with a longer, bullet-shaped head, hard, instead of softer, spherical one. Strange etchings covered its length, as if carved into the surface.   
  
A simple switch sat in the middle of the handle. With horrified curiosity, she flicked it. The device began to shake, its rounded tip vibrating intensely. With a gasp, she dropped it.   
  
As it rattled against the floor, Homura hurried to grab and turn it off, before its noise alerted someone to her presence.   
  
Picking it up, she turned it over in her hands, and in doing so got a better look at the lines that covered it. Was that a hand? And those, at the bottom, legs? She spun it around, focusing her eyes on its head.  
  
The portrait of a woman's face stared back at her, eyes wide, pupils rolling back, her mouth open, her tongue lolled out in ecstasy.   
  
At Homura's side, the machine dinged again. She dropped the toy and turned in horror to the box. Her mouth gaped.  
  
_N-no--_  
  
Reaching for her shield, she grabbed the largest rocket launcher she had and aimed it straight at the box. Without waiting even an instant, she fired.  
  
There was tremendous crash. Smoke and fire filled the air.   
  
But when it cleared, Homura found the box whole and undamaged, without even a scratch to commend her efforts.   
  
Before she could respond, the belt flung another young woman inside. Purr, flash, _ding!_ Another toy rolled out of its end.  
  
Homura turned and ran.   
  
She had to find Madoka. She had to. _She had to_.  
  


*

Homura ran through an endless labyrinth of blue, through corridors that stretched in circles and cavernous warehouses, larger than a stadium and packed with piles of boxes. The saucer seemed infinite, yet mercifully unguarded. Its doors had no visible controls--instead they seemed to open at random, as if it were theirs to decide where she could and couldn't go.   
  
As she passed through yet another hall of flat blue panels, a series of whip-like cracks split her thoughts. Homura stopped instantly. She recognised that noise--it was the distinct sound of a hundred plus percussion-lock rifled muskets, firing en masse.Mami Tomoe.   
  
Tracing its direction, she watched a door open preemptively to receive her. She took it and ran. With each turn of a corner, the tremendous clamor grew louder and louder.  
  
At last, she slipped through the gap beneath another large door, sliding into a giant chamber of boxes. Its bulk loomed up and around her, the darkness at its ceiling concealing the mountainous heights of its stockpiles.   
  
" _Tiro... Finale!_ "  
  
Homura passed around a pile just in time to see Mami Tomoe's enormous cannon fire, blasting a seed of ribbons straight into the chest of a catgirl, bound in the air by a neatly tied bow. Strips of cloth burst from the wound, surged out in a tornado of fabric, and enveloped the alien woman. As they squeezed her lower body, her head swelled inside them like a squeezy toy's.  
  
Just as it seemed she was finished, however, there was a slick, liquid sound--something fluid and flesh-colored spurted through a gap in the cloth and flew through the air in an arc towards Mami.   
  
As Homura stared in shock, the globule formed a great mouth, rimmed with fangs. It opened wide. Tomoe stumbled backward in shock.   
  
The horrors of more than one timeline echoed in Homura's mind. She went to scream for Mami to move.  
  
Before she could speak, however, there was sound like the rattling of chains, and a wall made of crimson diamonds rose from the ground, forming a protective shield for the blonde-haired magical girl. The cat blob struck it with a satisfying smack and tumbled to the floor as a naked little catgirl.   
  
"Ow," she said.   
  
Then Sayaka cut off her head.  
  
Homura released her breath as Mami retied the headless catgirl's restraints (all while the disembodied head complained about them cheating). She ran forward to greet them, trying not to let relief show on her face.   
  
"Oh," said Kyoko Sakura, turning to see Homura approach, "it's you." She drew a stick of pocky from a box and stuck in her mouth, chewing it like a hayseed.   
  
Homura frowned. "Where is Madoka?" she asked, a hint of uncertainty creeping in her voice. "She isn't with you...?" She glanced around, but the final member of their quintet was nowhere in sight.   
  
Sayaka Miki turned to face her. "W-wasn't she supposed to meet _you_?" she asked, an edge of worry to her tone. "She'll be okay, won't she?" She stared pleadingly at Homura, until Kyoko pulled the caped girl close and ruffled her hair, earning a little 'hey' of protest.   
  
"Of course she will," said the redhead. "These guys..."--she poked the catgirl's head and grinned--"...aren't exactly a real threat. It's like they _let us_ steal one of their ships!"  
  
Homura thought back to the factory. She said nothing.  
  
"I'm sure she's alright," said Mami, stepping between them. She smiled, an expression Homura's timewise eyes found worryingly naive. "We'll find her," she said, unreassuringly, raising a hand to summon a rifle.  
  
Stepping forward, she grabbed the hair of head on the ground and hoisted it up to face her. The decapitated catgirl yowled in annoyance, but she didn't seem afraid, not even as Mami poked a rifle against her cheek.   
  
"Who are you?" she demanded, suddenly stern. "What is all this?" She gestured wildly at the endless range of boxes.  
  
"Yeah..." Sayaka added, jabbing the alien's cheek with her sword. "What are you up to?"  
  
The catgirl stuck her tongue out playfully. "I dunno." On the ground, despite its bindings, her body did its best to shrug.   
  
"Tch. This is stupid," Kyoko cried. "Of course she doesn't know anything--they're all idiots!"  
  
Mami shushed her. In her hand, the bodiless head chucked, as if at an inside joke. "Nyep, dat's us!" she said.   
  
Sayaka. "Where's Madoka?" she demanded. "What have you done with her?"  
  
The catgirl's head frowned in thought. "Hmmm," she said. "Who's dat, nya?"   
  
"She's...," Sayaka's speech stumbled a little, "...a girl. Like us."  
  
"Oh," said the head. "Well, we've taken lots of girls today, nya. Dese boxes are fulla dem." She flicked her eyes at a nearby crate, filled with what looked like deflated balloons.  
  
"What are you talking about?" Kyoko demanded, giving the head a poke.  
  
Homura said nothing, but her eyes caught the hint of a face on one of those balloons. She shuddered.  
  
The head's ears twitched. "Fufufu," it giggled, "why don't nyou ask nyour fwiend. _She_ alweady knows." It glanced at Homura.  
  
The raven-haired girl went rigid as the others all stared at her. "You didn't see?" she asked.  
  
The others shook their heads.   
  
Homura closed her eyes, concentrated. "They... they're making people into things."  
  
The other three frowned in confusion. "Wh-what do you mean?" Sayaka asked, her voice tinged with uncertainty.  
  
The catgirl laughed, loud and raucously. "It means nyour fwiend is probably a sexdoll alweady, nya!"  
  
As one, they group recoiled. Mami dropped the decapitated head, and before it had a chance to hit the ground, Homura leapt forward and kicked it away. It sailed with a scream into the darkness of the warehouse.   
  
"Homura," Mami said, staring into the other girl's eyes. "We'll find her. And we--we can find a way to turn all these people back. It'll be okay." She gave her best attempt at a smile.  
  
Homura said nothing.  
  


*

They ran.

From behind them came the sound of yowls and 'nya!'s and the pounding of tens and tens of boots. "Dere dey go! Datta way!"

Homura's heart drummed in her chest. They couldn't fight. There were too many of them.

And--and they just wouldn't _die!_

Eventually, their flight brought them through an automatic door, and they emerged onto the gantry of a sprawling factory floor, identical to the one Homura had been dumped in. To their left, a conveyor carried a line of protesting people, screaming and wailing, towards their fates as toys.   
  
Eye wide, Mami squealed, while Sayaka gasped and covered her mouth. At her side, Kyoko grit her teeth and hissed.   
  
Homura was silent, but an awful implication struck her mind: how many of these factories were they? How many people had they already processed?  
  
"Help!" someone cried.   
  
Homura turned instinctively towards the source. Her eyes caught a familiar face. Could it--could that be...?  
  
Tied to a conveyor nearby, her eyes were stained with tears, her makeup ruined, lay the whimpering form of Junko Kaname.  
  
_Only her mother..._  
  
"...Sayaka!" Junko cried.   
  
Behind Homura, the blue-haired girl jumped. "Miss Kaname?!" Without another word, she ran to the conveyor and leapt onto the belt, taking Kaname's hand and trying to pull her free, only to cry out in shock as the stuff caught her own feet as well.  
  
"Sayaka!" cried Kyoko, running to help her. She had a little more sense than her friend--rather than leap onto the belt, she ran beside it instead, trying to cut it with her spear. However, her weapon could do nothing to the sticky material, which danced and waved around the strikes of the blade as if made of rubber.  
  
In the end, it was Mami who saved them, wrangling Sayaka and Junko both in ribbons and, with the aid of the others, pulled them free. The sticky substance of the belt clung tight until they were almost a meter away, before releasing them at last with a gigantic snap. It wobbled as they dropped to the ground.   
  
There was no time for relief, however. The crowd of catgirls chasing them was already growing loud.   
  
"Hurry _up_!" Homura yelled.  
  
With Sayaka supporting Miss Kaname, the five of them ran for a gangway that led around the circular chamber. No sooner had they reached it than the door of the factory shuntered open to admit their pursuers.  
  
"Look! Look! Over dere!"  
  
The five of them ran.  
  
Holding tightly to Sayaka, Junko Kaname blubbered and wept. "My son," she sniffled. "He was with my husband, and--" She cut out, weeping.   
  
Homura glanced to Mami, expecting the older girl to offer some support, but the blonde looked terrified.  
  
They ran.  
  
Soon they came to a small alcove. Ducking inside, they were free to watch as the catgirl horde roared straight past them, not even stopping to check.   
  
Junko whimpered in a corner as the clamor receded. "What's happening?!" she asked at last. "Why are you free? Why are you dressed like this...? Sayaka, where's _Madoka_?!"  
  
The blue-head tried to put on a hopeful smile, but there was a tremor of doubt to her voice as she spoke. "It's okay, we--we're looking for her right now. She shouldn't be far away." She placed her hand on Junko's own in reassurance, but the magical girl was trembling herself.  
  
"I think it's clear," called Kyoko. She was sitting at the end of their little cavern, a stick of pocky in her mouth, peering out into the factory. Intermittently, someone on the conveyors screamed, and Kyoko would winced.   
  
"Then let's go," said Homura. "We can't afford to waste time." She stood and made her way to the exit.  
  
"Wait," said Sayaka, "Miss Kaname isn't fit to run around."  
  
Mami nodded in agreement.  
  
The raven-haired girl glared back at both of them. "We need to find _Madoka_ ," she said darkly. "If you want to stay here, I'll go on my own." She turned and continued to the exit, but as she reached it she turned back. "But if you stop moving, they're going to catch you."  
  
Mami frowned. Sayaka looked to the floor.  
  
Kyoko stepped between her and Sayaka. "You don't need to be so blunt," she said, pocky wobbling as she spoke.   
  
Without a word, Homura reached up and took the treat from Kyoko's mouth, held it up, and snapped it between her fingers. She dropped its fragments to the ground. "Madoka is in danger," she said, flatly. She glowered at Kyoko.  
  
The other girl glared back for several seconds, until at last her courage broke and she flicked her face away. "Come on," she said, moving to help Sayaka. "Let's get going."   
  
With Miss Kaname back on her feet, the five of them made their way back onto the factory floor. Their pursuers seemed to be long gone, but Homura didn't trust it.   
  
As they moved, they tried to ignore the screaming of the people on the conveyors, the dinging of the machines, and the clunking of the toys rolling out the other end.   
  
The sounds still thundered like a drumbeat in Homura's mind. Every clang, another victim, every crash another person lost. There was nothing they could do except run, however. There was no telling when their catgirl enemies would come for them--no matter how awful it was, they had to ignore the other victims.   
  
They had to focus on finding Madoka. She was the only thing that mattered.  
  
Just as they reached the far door, however, Homura heard another familiar voice.  
  
"Hitomi?!" yelled Sayaka.  
  
As one, the ground turned just in time to see Sayaka and Madoka's closest school friend tumble screaming from a pipe. She didn't have a chance to land--she was barely a meter from the tube when Sayaka leapt into the air and caught her.  
  
The schoolgirl continued to scream even as Sayaka landed. As she lowered her friend to the ground, Hitomi stumbled on her shaking legs, falling back into her classmate's grip. She fell to her knees with Sayaka behind her.  
  
"H-hey," said Sayaka, perhaps a little roughly, "it's okay...". A confusion of feeling warred on her face as she held her close friend and most envied love rival near.  
  
Homura almost rolled her eyes. "Help her stand," she said, striding past them. "We don't have _time_ to wait around and fill her in. If she won't walk, carry her!"  
  
"W-what?" Hitomi managed to utter.   
  
On Sayaka's face, empathy triumphed over spite. "Hey, hey," she said, turning Hitomi around to face her, "you're okay, everything's okay. You're with us now. You're safe."  
  
But Hitomi simply screwed up her eyes and shook her head. "Sayaka," she whimpered, "K-Kyosuke..."  
  
Sayaka's head snapped backward. Her eyes went wide, her pupils tiny and trembling. She opened her mouth as if to speak, but from her lips came only a hollow, emtpy sound. She shook.   
  
"Sayaka," said Kyoko, raising a hand to place it on the other girl's shoulder, but Sayaka simply slapped it away . Kyoko snapped her hand away, eyes wide and hurt.  
  
Sayaka closed her own eyes. She trembled.   
  
And then, slowly, a calmness overcame her.  
  
As the jagged memories of several timelines played around her heart, Homura turned to look into the other girl's eyes. There was an emptiness to them.  
  
Without speaking, Sayaka stood, lifting Hitomi to her feet, and passed her over the Mami. The blonde accepted her silently.   
  
With that, Sayaka turned to Homura. "Let's find Madoka," she said, her expression flat.  
  
The gem on her navel was the dark blue of the ocean.  
  


*

  
In time, the corridors began to change. Hallways thinned, and the fine tracery that ran across the walls was replaced thick, glowing cables, humming with energy.   
  
Homura studied them curiously. Were they nearing some kind of power generator? A little spring of hope welled inside her. Perhaps they could bring this whole ship down at once...  
  
She put it aside, however. Their goal was Madoka. Bringing down the ship could wait for later.  
  
Soon, their team of six came to great plastic door, which shuttered open invitingly at their approach, as if it had been expecting them. They passed into another dark chamber. The dimness made it difficult to tell, but Homura got the impression it was even larger that the previous rooms they had seen. Her path to victory seemed a little clearer.   
  
Surrounding them on both sides were lines of great jars, filled with something writhing, but without any light, however, it was impossible to identify their contents. Homura shuddered. The air smelt of copper and fruit... something else, something that brought a blush to her cheeks. Pipes stretched up from the tanks, connecting them to the ceiling.   
  
"Homura," Mami whispered from behind her. "What--?"  
  
Before she could think of an answer, there was a distant click, as though someone had flicked a giant switch. As if on cue, the room began to lit up in sequence, starting at the edges and spreading inwards towards them.  
  
With a click of its own, the tank beside Homura turned bright. Her eyes snapped to it--what she saw made her recoil.   
  
To her right, Mami screamed.  
  
Because before them in the tank was a woman, naked, suspended by a number of twitching tendrils. As they watched, several others entered her through every gap they could find, where they writhed and pulsed, while the woman around them trembled and moaned in mixture of fear and... something else. With every twitch of the tendrils, drops of thick pink liquid poured from the woman's body, pooling at the base of the tank, where a little hole eagerly drained it. The fluid seemed to glimmer and spark, as if electrified.   
  
Homura spun. Around, in every tank they could see, was a woman in the same situation. Some stared at them and tried to scream in terror, even as the tendrils plugged their mouths. Others did nothing but shake in their tentacular harnesses, their eyes rolled back empty and mindlessly.   
  
Kyoko gasped in genuine horror. In the jar before her, a woman was making airy, mindless gasps, her eyes wild and empty. At last, she gave a final scream of ecstasy.  
  
And then, just like that, she melted.   
  
Even as they watched, pink slime sloughed to the base of the tank and was slurped up by the drain. With a cry, another woman dropped through a tube from the ceiling to replace her. The tendrils set upon her with a hungry excitement.  
  
"W-what are they doing to them?" Kyoko cried, a tremor of fear breaking through her carefree facade.   
  
Homura tried and failed to find an answer. What kind of power plant was this?  
  
There was another click, somehow louder and sharper than the others. A last light snapped on in the center of the room to illuminate the final, central tank.  
  
What followed tore Homura's heart in two.  
  
"No! NO! AHHH--mmmffmmfff!" The cry cut off abruptly.  
  
Homura's thoughts stopped entirely. Her heart was beating so fast it felt painful. _Madoka. Mado--_ "Madoka!" She turn and ran in the direction of the sound.  
  
"Homura!" someone else cried, but she gave it no thought. She simply ran. _Madoka, Mado--_  
  
She stopped. The central tank loomed before her. Her thoughts froze as if under her power.  
  
For an instant, Homura refused to believe. This couldn't be Madoka--she just happened to look similar. She was too tall, too curvy, too swollen with years. Madoka wouldn't look like this for _decade_ or more.   
  
Then the woman's eyes caught Homura's own, and she saw a flash of recognition, followed by a desperate silent pleading. A thick stream of the sparking pink fluid poured from her skin even as she whimpered. Great pipes, wide as her waist, stretched from the base of and down into ground, pumping away liter after liter.  
  
Somewhere behind her, Junko Kaname screamed.  
  
"Wow," came another voice, speaking from the shadows. "Nyour friend is really gushing, nya."  
  
Homura whirled to see another catgirl emerging from the darkness. Only... there was something different to this one--her skin shone like plastic, covered in traces and seams, while her eyes glimmered like a pair of empty lenses. Even as Homura stared, they twitched mechanically in their sockets.   
  
The magical girl grasped for words that weren't there, until at last, with a scream of rage, her hand went to her shield and withdrew a sleek Beretta. She aimed it straight at the catgirl's forehead.   
  
The alien's eyes followed the pistol curiously. "If nyou're wondering, we had to age her up a little, get around the local censors, nya," she snarked. "Nyou guys are so prudish in this universe."  
  
Homura wretched. The gun in her hand shook.   
  
The catgirl's sick smile seemed to intensify, though her empty eyes remained just as dull. "Honestly, it's always so hard to tell how old you girls are."  
  
"Let her go," Homura snarled, jabbing the pistol at the catgirl's nose.  
  
The alien sniffed. "Excuse me," she said, waggling her finger, "nyow dat's nyot vewy good gun safety, nya. See, nyou should never aim a gun at anything nyou don't intend to--"   
  
And then, instantly, Homura didn't care. With a roar of anger, she squeezed the Beretta's trigger.  
  
The gun clicked uselessly in her hand.  
  
"...kill," the catgirl finished. She smiled. "Kinetic weapons, so prone to malfunction. Honestly, they're more of an excuse to dick-wave than anything, nya." Her head tilted in thought. "Nyot literally, of course. I know nyone of you _have_ penises. For the record, I don't either." Her head tilted the other way. "At least, nyot at the moment." She snapped back to. "Anyway, nyot that it really matters, but if this _were_ a dick-waving contest..."  
  
She held up an arm and it split along its seams, unfolding into an array of menacing weapons--blades and barrels and other assorted instruments of pain. "...I would totally win, nya~." She grinned.   
  
The air roared with fire.  
  
Homura fell back as the shots pinged off her shield, thrusting her backward through the room.   
  
From the corner of her eye, she saw the others running in to help her. The air flashed as Mami conjured her muskets.  
  
The gunfire stopped. "Don't join in!" Seigu snapped. "Nyou'll only encourage her, nya!" She turned her arm on the others.  
  
Homura gasped and leapt forward. With a single thought, the gears of her shield began to spin. The world turned grey.   
  
As she flew through the air, Homura reached into her shield and drew another AT4, training it straight at Seigu's head. Frozen mid-shot, the catgirl's face still grinned with malice.  
  
_Wait._  
_  
__Why isn't she grey--?_ Before Homura could even finish the thought, the catgirl before her become a blur of blue. Something struck Homura in the chest, wrenching the rocket launcher from her hands. It flew into the air, coming to a stop--grey and still--several meters above the ground.  
  
Homura slammed hard in one of the awful tanks, knocking the air from her lungs. As she tumbled to the ground, the wheels of her shield stopped spinning. Colour and motion returned to the world.  
  
"Fufufu," snickered Seigu, advancing slowly on the fallen girl. "Do nyou really think nyou're the first to try time-stopping on me? Please. I pump myself full of temporal anti-freeze as a matter of course." Grinning madly, she snapped her mechanical fingers. "Oooh, 'Fuku?" she called, "could I get a little _air support_ , nya?"  
  
Spluttering on the ground, Homura's head jerked up as a tremulous bugle sounded somewhere in the distance. It was followed, almost comically, by the sound of a roaring jet.  
  
Something blue shot overhead.  
  
Before Homura could react, there was a flash of pink and a tremendous _splat!_ Pink goo covered her body, binding her tight to the tank.   
  
"I got one, nya!" cried an obnoxiously squeaky voice.   
  
Looking up, Homura found herself staring at yet another catgirl, though this one was small, jetpacking, and donned in sailor fuku. As she watched, the catgirl spun loops in the air, cheering all the while, then crashed straight into one of the ascending pipes. With a sad moan, she plopped to the floor, groaning.   
  
"An excellent flight, captain," said Seigu, rolling her eyes. Spinning away from her smaller companion, she turned to face Mami and the others. She stepped back.  
  
With a crack of whirling air, the blade of Kyoko's spear shot straight past her face.  
  
The catgirl tightened her eyes, as if examining the blade, then, with a smile, spun and kicked the redhead's feet out from under her. Kyoko topped, and as she fell, the catgirl struck her with a chop to the back. She hit with the ground with a gasp.  
  
From the sides, Sayaka Miki gave a scream of frustration. Drawing her blade, she leapt in an arch through the air, cutlass raised. Without a pause, Seigu slipped her foot under the stunned Kyoko, and with a simple flick of the leg, sent her flying through the air.  
  
Miki gave a startled cry. She had just enough time to move her blade before Kyoko slammed straight into her, and the two dropped together to the ground.  
  
They landed in a clump at Seigu's feet. She lifted a foot and pressed it harshly into her Sayaka's chest, earning a tiny gasp of air and pinning the two of them to the floor.   
  
And then, with a twitch of the head, she turned to Mami. She spread her arms invitingly: "Come on," she said, "it's up to nyou to save them, nya."  
  
The magical girl gasped. The rifle in her hand trembled and shook. Behind her, Junko and Hitomi wailed plaintively.   
  
Mami's eyes shivered, their pupils tight as dots. She took in Madoka in her tank, Homura at its base; Sayaka and Kyoko, pinned beneath Seigu's foot. She wavered. "I--"  
  
"Ugh, nyou're taking way too long," moaned Seigu. "I've got places to be!"  
  
Homura struggled against her restraints as a blob of pinkish gum spurted from the end Seigu's arm-cannon, striking Mami in the chest with a terrible _splat!_ With a shriek, the blonde flew back into Junko and Hitomi, the gum binding all three to the ground. Her mouth gagged in pink, Mami could do nothing but writhe and make muffled screams.   
  
With an unnerving whistle, Seigu stepped back from Kyoko and Sayaka, and with a casual flick of her arm, splatted both of them in gum as well. They struggled, while Seigu spun, taking in her victory.  
  
As she watched, a deep calmness settled over Homura.  
  
This was it. This was the point. She thought they'd crossed it by defeating Walpurgis, but here it was again.  
  
Her eyes turned, solemnly, to the shield on her arm. Struggling against the goo, she reached to touch it.  
  
Her eyes caught Madoka, writhing in her tank. "I'm sorry," Homura whispered. _Next time_. Her fingers touched the edge of the shield.   
  
Then, with a flash of pink it shot away from her, whirling like a frisbee into the hands of the robotic catgirl. "Wow," said Seigu as she snatched it from the air. "Nyow this is a pretty interesting piece of tech. Nyour old boss even said nyou could time travel with it. Is that true?"  
  
Homura choked. _No. No. No. NO!_  
  
"That's right," came a familiar voice.   
  
Homura's eyes spun to see Kyubey, standing suddenly at her side. "Her ability to cross timelines has some interesting causal ramifications..."  
  
"Cool, cool," said Seigu, with sudden disinterest. "I mean, I was more taunting than actually asking a question, but thanks for the info, nya." She frowned. "Still, I'll have to take a look at it later." With a sinister wink, she stuffed the shield into her cleavage. It vanished between her breasts with a disconcerting _plop!_.  
  
_No_ , Homura whimpered. Her eyes turned to the Incubator. "Kyubey!" she screeched.   
  
The cat-like creature stared back at her, eyes empty. "Hello, Homura."  
  
" _Please_ ," she begged. "Help."  
  
Kyubey tilted its head, but its blank expression didn't change. "I'm sorry, Homura, but we have a contract with them. Your species belongs to the Bakeneko now. There isn't anything I can do." Its ears made a shrugging motion.  
  
Homura's eyes turned back to Madoka's writhing form. "Madoka..." She snapped back to Kyubey. "Please--she can still contract--!"  
  
The Incubator sauntered over to the Madoka's tank and tapped the light blue glass with a curious paw. "Actually," it said. "We don't need puella magi anymore. This juicing technique is a far more efficient means of producing energy."  
  
Homura's last hope dimmed and died. She spluttered something wordless.   
  
Meanwhile, Seigu was looking at Kyubey in thought. "Nyou don't have the guile to come and taunt people, and I doubt nyou came to say goodbye, so I'm assuming there's another reason nyou came back, nya."  
  
Kyubey nodded. "Yes," he said, turning to face Madoka's tank. The girl inside was still screaming, though the sound was dulled by the glass. "I wanted to see Madoka's pulping," it explained. "The data could be useful to us."  
  
Homura spasmed. _P-pulping?!_ Her mind flashed back to the sight of the other woman dissolving. Her heart shook like an off-kilter engine.  
  
Seigu, however, simply laughed. "Are nyou sure nyou're emotionless?" she asked of Kyubey. "Because that was some pretty heartless timing... Well, whatever. We've way more than I ever expected to get from her, so I guess it wouldn't hurt to speed up the process, nya~."  
  
She snapped her fingers.  
  
At once, Madoka's screaming tripled in intensity. The tendrils of the machine made wild, dashing motions, while a flood of pink liquid poured from the tank.  
  
Stuck on the ground, forced to watch, Homura could only twitch and shiver in her binding. Teeth trembling, little drops of sweat dripping from her forehead to the ground.  
  
Nearby, the others struggled as well, their eyes wild and desperate. "Madoka!" Sayaka screeched, clawing desperately to free herself. Behind her, Mami's eyes welled with tears.  
  
At last, however, Madoka's screaming died down, replaced by a kind of servile moaning. The flow of liquid from her body slowed.  
  
And then, as Homura watched--tears beading in the corners of her eyes--it stopped pouring entirely. The girl in the tank gave one last ragged moan--an airy gasp of utter contented pleasure, and with that, Madoka Kaname melted.   
  
As the tendrils retracted, leaving the pink goo to fall with a splat to the bottom of the tank, Homura closed her eyes _,_ grit her teeth, and ignored everything. Her shield. Her shield. She could still get it back. She could still fix this.   
  
Inside the jar, the floor opened with a _schunk!_ and sucked the trembling remnants of Madoka away.   
  
"That's interesting,"said Kyubey, flatly. "And they're really still alive afterward?"  
  
"Duh," said Seigu. "We wouldn't actually _kill_ them, nya. That'd just be _cruel_."  
  
Several meters away, Junko Kaname was wailing.  
  
"Of course, nyou probably won't get much out of her nyow, nya, so I hope nyou weren't planning a post-pulping interview."  
  
The Incubator seemed to be lost in its thoughts. "The energy production was excessive even for our calculations. Madoka's 'fate' certainly boosted the rate..." It glanced at Homura. "I wonder if we could use you to wrap another girl in fate somehow."  
  
"Ah ah ah," Seigu chided. "Get nyour own time traveler. This one's ours nyow, remember. Nyo takesy-backsies."  
  
"True," said Kyubey. If it was at all bothered by this, it didn't show it.   
  
Hopping away from the tank, it turned back to Seigu. "Well, I think I have all the information we need. Thank you."  
  
Seigu shook one of the Incubator's ears. "Nyice doing business with nyou, nya."  
  
And with that, the creature simply disappeared. No flash, no fanfare--a simple pop, and Kyubey was gone.   
  
Homura watched its empty spot with tears in her eyes.  
  
"Well," said Seigu, tapping her chin. "Nyow that the formalities are out of the way, I guess it's time we got to the fun part, nya!"  
  
"Yay!" squealed the other, littler catgirl, appearing from nowhere at the side of the bigger one.   
  
As Homura lay trembling on the ground, she heard Kyoko cry out. "Y-you haven't won! There are other magical girls out there!"  
  
Seigu turned to her and blinked. "Uhhh, actually, we kinda have won, nya. Here, take at look." She held out her hands, forming a little window between them. Digits flashed across it. "Nyou see that number there? That's the number of products we've made today, nya. 6.8 billion, exactly the population of this planet." She looked at them and licked her lips. "Give or take five to six, of course~."  
  
Kyoko's eyes went wide. Her frown of rebellion faltered. "That's..."  
  
Seigu, however, was already turning to Homura. "Nyow, the real question is... what should we do with nyou all, nya?  
  
Beside her, the little catgirl's stomach rumbled.  
  
Seigu grinned. "Oh, I have an excellent idea, nya! What better way to celebrate our conquest than with a delicious cake! Doesn't that sound fun, 'Fuku?"  
  
"Yay!" The little catgirl raised her hands and bounced.  
  
"Oh, but first, there's something all I'd like nyou all to try." She snapped her fingers, and a jar of something pink and slimy appeared in one of hands. Snapping open its top, she stuck in a finger, pulled it out, and plopped it into her mouth. "Mmm~." She licked her lips.  
  
"Here," she said, offering a dollop to Homura. "Why don't nyou try some?"  
  
Homura's dull glare gained a new flame as she examined the pink goop glistening on the end of Seigu's finger. It smelt of--  
  
_Madoka--_ Before she could finish the thought, Seigu stuffed her finger straight into Homura's mouth. The magical girl squealed as the stuff touched her tongue. At once, the feeling of utter bliss filled her mind. The slime tasted like peaches and melons and all the most delicious things. Without thinking, she swallowed, and as it passed down her throat, she felt a strange heat filling up the body, spreading outward from her core and filling every part of her. For an instant, she forgot her situation. She simply wanted more.  
  
Then Seigu giggled, and Homura's trance crumbled.   
  
She looked to see the catgirl still holding the jar up close to her. For the first time, the magical girl got a good look at its contents: pink slime, glistening, and there, distorted, something like the impression of a face, mouth open in tortured bliss. A familiar face.   
  
Homura began to tremble.   
  
"M-mm~, she's really tasty, isn't she, nya? Fufufu, this is some of the best pulp I've ever tried."  
  
Homura wretched. She wanted to vomit, but she couldn't--the taste was just too good. Before she could make any more protest, Seigu swept up another dollop of the melted Madoka and stuck it straight into Homura's mouth. The magical girl tried to gag, but she couldn't bring herself not to swallow it.  
  
Seigu's grin was ear-splitting, and her head tilted far, far to the side. It twitched, then snapped suddenly back upright. "'Fuku!" she called, why don't nyou treat our other prisoners?"   
  
With a loud squee, the smaller catgirl snatched the jar from Seigu's hands and whirled around to where the others were waiting, a clump of Madoka squirming in her palm.  
  
One-by-one, she went between them, forcing the pink slime into their mouths. In all cases, the reaction was the same: frenzied protest, followed by blissful contentment as Madoka melted in their tongues. It was Sayaka who gave the most violent protest, shouting and trying to spit it out, but it was Mami who screamed the loudest, breaking into a great, terrified wail as soon as the gum was removed from her mouth.  
  
At last, 'Fuku came to Junko Kaname, prostrate on the floor of the chamber. As Seigu lifted the woman's head with a not indelicate hand, her smaller companion reached into the jar and spooned a fingerful of Madoka into the mouth beneath her mother's trembling eyes.  
  
As the catgirl pulled her hand free, a look of contentment settled on Junko's face. Her cheeks flushed, and one of her hands twitched towards her crotch. Only at the last second did she snap it away, her face overcome by an expression of horror. Looking down at her fingers, she began to shiver and whimper.   
  
'Fuku broke into a burst of giggles.   
  
"Okay, that's enough fun, nya," said the other catgirl, swooping in to snatch the jar from 'Fuku's hands. "Let's save _some_ of her for later."  
  
"Awwww."  
  
"Don't be too upset, nya," said Seigu, patting the smaller catgirl on the cap, "we're going to make a cake, remember?"  
  
"Oh nyeah!" 'Fuku threw up her hands and grabbed her cheeks, pressing them together as her eyes spun with images of confectionery.   
  
Homura watched with trembling hands. Madoka's taste was still fresh on her lips. W-what did they mean by cake?  
  
As if in response, the taller catgirl spun to face her. "Of course, first we nyeed to bake it, nya. And for that... we'll need some ingredients!"  
  
The magical girl's eyes went wide in terror. No! She couldn't mean--!  
  
With an insidious grin, Seigu flicker her pointer-finger at Homura's chest. Pink light burst from its tip, striking the magical girl and covering her body. At once, the goo around her melted. A twitch of Seigu's wrist, and she found herself flung into the air, unable to move despite the loss of her bindings.   
  
Caught in the air, she was left to watch as Seigu turned her other hand onto her other prisoners, melting their bindings and hauling them all into the same bubble of floating light as Homura.   
  
"Hmm, let's see," said the catgirl. "One, two, three... Oh look, exactly six! Fufu. Just what we nyeed for a carton of eggs, nya. (It's almost as if I planned it...)"  
  
"E-eggs?!" Kyoko screamed.  
  
A twist of the catgirl's hand, and Homura felt a tingle pass through her body. Before she could even process it, she saw her clothes turning blue and amorphous. Like sodden cardboard, they sloughed from her body, leaving her naked and cold in the air. Only the soul gem on her hand remained.  
  
Barely a meter away, something similar was happening to the others. Homura could only watch them screaming in terror as their clothes melted away from them, coalescing into a clump of light blue matter below. Growing smaller and smaller, it compressed into a simple, rectangular carton. Then, with a snap, it unfolded, revealing six simple spots for six simple eggs.  
  
_No--no, no!_ Seigu's wrist turned again. Homura's skin began to tingle. With sudden force, her hands were wrenched outward, while her legs were forced up and open. At the same time, the light was prodding and poking at her face, freezing her in a moment of terror. She could only stare, horror-struck, as the same happened to the others, as Kyoko's rebellious grimace, Mami's moan of fear, and even Sayaka's shuddering frown were caught as if she'd frozen them herself. Only their eyes were left to dart around, terrified.   
  
Something like a punch struck her in the gut. Choking in her mind, she forced her eyes down and found her stomach swelling, turning orange and translucent as it did.  
  
_Y-yolk?_   
  
As it expanded, her stomach absorbed everything around it. First her hips, then her thighs, then her torso, then her chest. Then it subsumed her outstretched arms and legs, taking in her soul gem as casually as anything. From there, the swelling continued up along her neck, encompassing inch after inch of her skin. Soon she was a perfect ovoid, with only her frozen face and a pair of pleading arms sticking out.   
  
After the orange came a layer of thin, translucent albumen, spilling across her like oil. No sooner has it appeared it was itself replaced. With a series of cracks, a layer of light brown shell overtook it, spreading from her stomach and out. As it rose towards her face, Homura cried in silent terror. _Please, no--please, I don't want to be blind!_ The shell overcame her. For an instant she _was_ blind, and deaf as well. Then she found the darkness fading, the sound coming back, as though she was surfacing from a puddle of oil.  
  
What she saw made her wish they hadn't: five giant eggs stared back at her, frozen faces, hands and feet pressing through shells as if through a layer of gauze.   
**  
** Around them, the world was growing larger.  
  
Turning her sight downward, Homura saw the carton rising towards them, its lid open wide; its six spots empty and waiting. One by one, they settled inside it, fitted snugly into its slots.   
  
And then, like a tender hand, the carton closed around them, cutting off all outside light. Desperately, she tried to invoke her magic, but the most she could do was produce a dull violet glow. The lid halted above her for an instant, and then--just like that--it slammed shut.   
  
"There we go, nya!" came a voice from outside, muffled by the cardboard of the carton. "Six little eggs, perfect for baking!"  
  
"Yay!"  
  
Homura could do nothing, not even tremble.  
  
_Madoka_... She could still taste her.  
  
As the mind of Homura whimpered and wept, silent inside her eggshell prison, the box around her began to shake. The world outside--visible only as a slit of light in the side of the container, jostled up and down.  
  
Homura's mind snapped back to reality. _Where are we going?_ she wondered madly. Beside her, Mami's tearful face starred back, silent, unanswering.   
  
The words of the robotic catgirl thundered in her head.  
  
Cake. They were going to make a cake.  
  
Homura tried and failed to move--to scream or shake or do _anything_ \--as the carton snapped open, drowning her in a new wave of light.   
  
As she 'blinked' and tried to adjust, a gigantic hand loomed into being above her, casting a shadow over the contents of the box. Its fingers settled around the ovified form of Mami, pinching and plucking her high into the air.   
  
The carton spun. A bowl came into view.   
  
And as Homura watched in abject fear, the hand took Mami and tapped her once, softly, against the edge of the bowl. A thin crack appeared along the girl-turned-egg's middle.  
  
The hand moved again. Homura gasped in her mind as Mami split. A drop of sticky albumen dripped through the crack, landing with an imperceptible splat beside the bowl beneath.   
  
Another hand appeared. With its partner, it grabbed Mami's ends and pulled them, tugging her broken shell apart. A tiny yolk slithered from between, dangling by a bridge of albumen between the fragments of the fractured eggshell.   
  
Homura saw Mami's face in the orange of yolk. The magical girl's eyes were screwed up in fear.  
  
Then her sticky bridge supporting her snapped, and she fell in silence to the bowl. The hands discarded her shell.   
  
And then they returned to the carton, twitching lasciviously as they reached for someone else.  
  
Homura was the last to be chosen, forced to wait and watch from the box as each of fellow eggs was taken and cracked. Junko, Hitomi... Kyoko and Sayaka, grabbed and struck against each other, their yolken forms left to slither into the bowl as one.  
  
Finally, the hand came for her.   
  
She tried to shake and to writhe as the finger settled on her shell, but she was trapped inside her body, unable to even moan.   
  
As if hearing her cries, there came a loud giggling, and the hand raised her high above the sharp rim of the bowl, revealing the squirming forms of the others beneath her. Homura screamed in her mind as the hand flung her down, slamming her hard against the edge of the vessel. Immediate release flooded her form, accompanied by a wave of utter pleasure--like peeing after several hours of waiting. She wanted to gasp.  
  
The hand raised her again. This time, she was too shaken to scream as she began to descend.  
  
_CRACK!_  
  
Pleasure splintered her. Release filled her form. She felt as if she'd been bound in ribbons, but now they'd come undone, and her body was free to move again.   
  
It wasn't the same. It wasn't. She had no real freedom--no actual control. She could move, but only with the whims of her holder. As they upturned her shell, she was forced to slither out.   
  
The bowl yawned like a swimming pool beneath her. Five faces, broken and terrified, stared back. She felt like a diver on the highest board. Vertigo overwhelmed her.  
  
Then the sticky strands holding her to the shell gave way, and she fell.  
  
She landed with a splat atop her five companion yolks, who were resting in turn upon a bed of soft flour. Her face was pressed against Mami's, so close it seemed they were kissing. Homura wanted to squeal and pull back, but she couldn't--she couldn't do anything.   
  
The bowl moved. Homura tumbled onto her side, revealing Kyoko and Sayaka, still pressed together; Hitomi, face wild and terrified; Junko Kaname, eyes empty, defeated.   
  
The bowl shook again, Homura fell from a cliff of flour, landing on her back just in time to see a cage of blades rise over the bowl. _A whisk--!_ The catgirl wielding it had an awful grin.  
  
With a click of her finger, the whisk began to whirl. It made a terrible buzzing as it fell towards Homura.  
  
The egg-girl writhed and squirmed inside her frozen body, trying desperately to pull away, to flee before the spinning whisk caught them.  
  
But, of course, she couldn't.  
  
The whisk struck.   
  
A storm of flour buffeted Homura's form. She watched in terror as the white tornado swept the bowl, catching first Mami, then Kyoko and Sayaka in its winds, slurping and blending them, _mixing_ them into the flour, leaving a trail of sloppy cakemix in its wake.  
  
Then she was next. The whisk was upon her. She felt its winds whipping at her yolk, saw the flash of its terrible blades spinning behind them. Drops of her albumen began to rise, drawn into the vortex. A blade struck her body and sliced her in half. Another followed instantly, cutting her halves into quarters.  
  
Again and again, the blades cut through her, spreading her pieces through the flour and into those of the others. No matter how many times it happen, she still felt everything. Soon, her essence was spread thin throughout the entire bowl.   
  
At last, the spinning stopped, and the storm died down. The catgirl withdrew her whisk, pausing to lick at the batter slathering its blades. Even at a distance, Homura felt it--felt the alien's tongue as it touched and licked. It sent spasms of awful pleasure coursing through her nerves. It she had lips, she would have panted.  
  
The bowl was lifted once again. Her sense of ecstasy dying away, Homura trembled at the world whirling around her, the unwilling rider of a callous helter skelter.   
  
Her journey stopped. The bowl tipped. Homura had just enough time to make out the shape of a blue plastic tin beneath them, before she and all the other slopped from their vessel--a bowl of batter, poured into its tin.   
  
Two tins, as it happened. Again, there was that sense of separation. Homura could feel a part of her body lying across the table, apart and yet connected.   
  
She wondered if the others could feel this. She wanted nothing more than to talk to them, to reassure them, for them to reassure _her._ Nothing more, except...  
  
_Madoka._ In her head, Homura sniffled and wept. Her two tins were raised. The open maw of an oven loomed before her, as deep and as dark as a dragon's cave, with equal a promise of flame. One tin after the other, the catgirl pushed them onto its grills. Homura saw her other half nestled on the platform above.   
  
Then, the door slammed shut. Through the glass, Homura watched as the catgirl picked something small and egg-shaped up, twisting it between her hands. As she placed it out of view, there came a quiet ticking, regular and insistent. Her hands went for the oven.  
  
From beneath them came a _whoosh_.  
  
Homura couldn't see the flames, but she could feel them. With sudden force, a horrible warmth filled her form, accompanied by that same tang of terrible pleasure. She wished desperately she could sweat. The heat made her feel lightheaded, as if her mind was bubbling and frothing.  
  
In the oven, time melted like chocolate in summer. Before Homura knew it, there was a riotous ringing, the door had been opened, and a pair of gloved paws were reaching for her tins.  
  
Cold air lathered her body. Mentally, she gasped. Where was she? H-how long had it been? ...Why did she feel so fluffy?  
  
As they were lowered to the table, she finally caught sight of the other tin. The batter inside was light brown and risen. Half a slice of a perfect sponge. Cautiously, the catgirl levered them out and placed them on a tray.   
  
Homura shivered. Could this get any worse?  
  
"Nyow it's time for da special ingwedient!" said the chef, revealing a jar of thick pink slime.   
  
_No!_ Homura cried. _No!_ Madoka's taste was still fresh in her mouth.   
  
Grabbing a plastic butter knife, the chef snapped open the jar and sliced out a thick glob of Madoka. With an grin, she began to slather the other tin's cake, leaving Homura to cry in silent terror as she felt her crush's essence swept over her spongey new form.   
  
Soon the other tin's half has been well and truly smothered in its strange pink icing. With a _hup!_ , the catgirl grabbed Homura's own half and plopped it on top on the other. Then, reaching back into the jar, the chefess scooped up another knifeful of Madoka.  
  
This time, Homura could see as the knife poised above her, see the pink slime that coated its length as it dripped onto her form. She could taste it--she could taste her already. _Madoka_. Peaches and watermelon. Sweetness and--  
  
_NO!_ she caught herself mid-delight. She couldn't think of her that way. Madoka wasn't _icing_. She wasn't _cake_. They--they weren't _food_.  
  
She continued to insist to herself, even as the catgirl dropped her knife, spreading a layer of Madoka-slime all over Homura's non-existent face. The puella magi cried out as the taste intensified, plugging her mind with the overwhelmingly sweet taste of her crush.   
  
Back and forth the catgirl went, until Homura and the others were truly smothered in puella magi.   
  
"Dere!" the chef said proudly.   
  
Homura wanted to shake, to move, to do anything. But her sponge-y new body refused to move, and the taste of Madoka was everywhere, coating everything.   
  
Hands cupped her body, hoisted her into the air, and placed her on the cold surface of a plate. Then she was lifted again, carried forward.   
  
They passed through blue corridors and endless smooth hallways. Through doorways so flat they seemed seamless from their walls. At last, they arrived in a small chamber, where a tiny table, a spindly thing of that omnipresent plastic material, connected to the floor as if it had grown from it like fungi, waited to receive them.   
  
Two catgirls were sitting around it.  
  
"Cake-y! Cake-y! cheered the littler one, banging her knife and fork against the table.   
  
Seigu, meanwhile, rolled her eyes. Her hands were fiddling with something mechanical--Homura gasped at the sight. Her shield! All she had to do was get to it. Just touch it and--  
  
But of course, she couldn't move. Not even a crumb.  
  
As the chefess placed them lightly on the table, Homura caught of Seifuku's hungry eyes. She whimpered as the catgirl raised her cutlery, poised to tear them all to pieces, only for Seigu to drop the shield and hold up a finger.  
  
"Ah ah ah," she chided. "Allow me." With an audible _sching!_ , a long blade burst from the digit. She turned it towards the cake.   
  
The blade glinted in the lighting of the chamber. Homura wanted to weep. As it settled on their top, she cried out once more in unheard terror--the blade was cold and awful to the touch.  
  
_Please, no. No, no, no, NO--_ Sharp metal touched soft sponge. Harsh pleasure sliced her mind and dashed what was left of it to ribbons.   
  
With a cheerful him, Seigu finished her cut and withdrew the blade from the spongecake. Homura gasped as the pleasure receded.   
  
Then the blade fell again, tearing what remained of her awareness to pieces.   
  
She whimpered and tried to catch her senses as a fork was pressed beneath her, prongs stabbing the underbelly of her body as it lifted her high. The smaller catgirl returned to her vision, tongue out and licking greedily at her lips. She raised Homura towards them, opening her eager mouth to swallow the puella magi whole.  
  
Sharp teeth. A yawning maw. The dark pink of a cavernous throat.  
  
Homura screamed.   
  
Then the catgirl's incisors were falling like a guillotine through her soft, sponge-y flesh, shearing off a large chunk of her cake-body. Sharp pleasure, whetted by saliva, flooded Homura's brain. _This can't-- This can't be--_ But the teeth cut her thoughts as easily as her sponge.   
  
Seifuku didn't bother to savor her bite--she went straight for a second one, tearing another great clump out of Homura's form. Another great _chomp!_ , and she'd stuffed her mouth with all of Homura's body.  
  
The puella tasted Madoka again, intensified, as the catgirl's molars mushed them and mixed them together. There was a subtle kind of horror to it--knowing this would be their last time together.  
  
As Seifuku chewed, large flecks of spittle and cake flew from her mouth and across the table. Seigu raised her arm in defense and turned away, still intent on dismantling Homura's shield.  
  
At last, Seifuku stopped. In her mouth, the fine paste that was Homura floated in utter defeat. Split with pleasure, drowned in grief, the puella magi couldn't even muster the energy to cry.  
  
Licking her lips free of crumbs, Seifuku swallowed. Darkness roared at the back of her mouth. Homura felt herself falling.   
  
A pit of pink, juicy and sparking, washed like an ocean beneath them. She dropped into the soup with a series of dull splashes, its touch sending a flood of new pleasure through her broken, shattered form. Even as she sank, she could still feel the rest of her body: the crumbs 'Fuku had dropped, whatever remained of her in the cake. She willed to herself to move, to stretch, to make any of them touch her shield. Jut a touch, that was she needed!  
  
Then the pinkness surged over her and washed away her consciousness. Her last thought, as the liquid dissolved her body and melted her mind: _Madoka... I'm sorry. I should have--_  
  


*

  
"Nyaaaaah," said Seifuku, falling back in her chair, her mouth splattered with spongecake and pulp. An empty plate lay before her, scoured of all save a handful of crumbs.   
  
"Nyaah," the catgirl repeated. "Dat was a weally good cake, nya."  
  
Seigu regarded her with annoyance. "I can tell," she said, using a screw-tipped finger to poke at the shield. "Nyou sprayed _me_ with most of it."  
  
At that, 'Fuku chuckled. "Hey, Seigu," she said, scooping the mess off her mouth. "Catch!" With an grubby paw, she flung cake crumbs and pulp straight at her sister's face.  
  
"Hey!" shouted Seigu, raising a hand to swat it aside. The clumsy reflex scattered it everywhere, from her hands to the table to the puella magi's shield. "Nyow look, nyou got cake all over--  
  
A fleck of purple light flared on the shield's surface. Its gears and wheels began to spin. With a click, its entire mechanism snapped 180-degrees around.  
  
And then, just like that, it disappeared.   
  
Seigu stared with wide eyes at the place the device had been sitting. "...Well, that was just _contrived_ ," she muttered.  
  


*

Homura woke screaming in one of Mitakihara Hospital's beds. The world was blurry, unfocused. Tremors shook her body, while sweat poured from her skin.

Shaking and weeping, she threw away the sheets and clutched herself, making mindless, pitiful moans. Between the sobs, her breathing was ragged, strained.

She could move. She could move. She could--

She hugged herself and wept.

In time, her shaking abated. Taking deep breaths, she forced herself to calm.

It was over. She was free. She was--she was _human_ again.

She clutched her soul gem tightly.

And--and she had her powers back. She could do this. She could find a way. She could beat them, like she'd beaten Walpurgis, she--

Her hand spasmed, then tightened. Fresh tears welled in her eyes.

Why?! Why?! Why did this have to happen? Why, when she'd finally won? She'd finally saved Madoka. Everything... everything had been _perfect_!

With a roar of anger, she raised her soul gem, intending to cast it to the ground. The sight of the blackness creeping to fill it stilled her hand, however, and drove a spike of rationality into her heart.  
  
No. No, she couldn't give in like this. She had to succeed. Madoka was still here. She couldn't just abandon her.  
  
Slipping out of bed, Homura raised her soul gem--its colour already lightening--to her eyes. It glowed as she fixed her vision. The world around refocused.   
  
She could do this, she told herself.  
  
But even as she dressed and marched to the exit, a awful thought came unbidden to her mind:  
  
It was the taste of Madoka, sharp and sweet, fresh as the morning on her tongue.  
  


***

  
When the catgirls came the next time, she was ready.  
  
As the saucers dropped from the sky, Homura leap from craft to craft, bounding like a ninja up to the maw of the mothership. She didn't bother to fight, simply ran and ran. The vessel was a labyrinth, but the power plant was easy to find--glowing lines led the way to her goal.   
  
Blasting her way into the room, with its endless rows of tanks and moaning women, she willed time's film to halt on its reel. Reaching into her shield, she drew her largest rocket.   
  
The missile careened through the air with a roar of smoke and fury, aimed straight at the glass of the largest, mercifully empty, tank. Shatter it now and divert the future, that was her thinking.  
  
But even as she watched, her rocket blew an instant early, dashed against a field of shifting light.   
  
A turret on the ceiling swiveled into motion. Pink goo struck her body--she screamed as it tied her to the ground.  
  
The pipe above the tank, undamaged, pulsed and wiggle. Madoka, screaming, dropped into the jar. Its tendrils caught her, caressing her lasciviously.   
  
As cat's eyes mocked her from the dark, Homura panicked. Her hand went to her shield. Gears clicked. Wheels spun. The mechanism snapped around. Time became a tunnel back into itself.  
  
Homura woke trembling in the bed of the hospital.  
  


***

  
The second time, she took no chances. As the weeks ticked down to the day of invasion, she kept her partner close and compliant, forewarned of the dangers held in her future.  
  
When the saucers came, they hid together in the basement of an abandoned building, far on the edges of Mitakihara. They huddled and listened as the war waged outside, its chorus the zapping of pointers and the sound of catgirls giggling.   
  
As they waited, soft tendrils probed their refuge, slipping in through the cracks in its stone. Noodley appendages, tipped in light, eager and hungry to find them.  
  
They waiting, trembling, until the arms were almost upon them. Only they did they run. The tendrils hounded them--there was a flash of pink light. They collapsed to the ground, shrunken and plastic, devoid of clothing and limbs. Homura whined as her shield landed atop them. A click, a whirr - _snap!_ Time's weft wove backward.   
  
A familiar bed. A familiar fear.  
  


***

In another life yet, Homura maneuvered her friends like a pieces on a chessboard, moving them deftly and pragmatically. If they could not be saved, they could at least be spent to buy her an advantage.   
  
First, as they fled through a forest, she sacrificed Mami as bait, leaving her to occupy their hunters as the rest of their group escaped. As she ran and clutched Madoka tight, she heard the gunshots from behind them, caught the ear-wrenching _zzap_ of the pointers. A panicked scream--and then the sound was gone.  
  
In an empty, hollowed city, she spent Kyoko and Sayaka together, sending them to scout the streets ahead. Her suspicions were right--there was an ambush: catgirls leapt from the rooftops and fell upon them with hunger in their eyes. The pair fought back with the ferocity of wolves, rending catgirls to pieces with their well-paired spears and swords. But blades could only do so much. The last thing she saw of them, as she took Madoka's hand and ran, was the sight of them falling atop one another, crying out as their skin turned to bark, as their legs rooted them to the ground, as they turned, slowly, into a pair of tangled saplings.  
  
At last, in the cells of a Bakeneko saucer, she sacrificed Madoka.   
  
The catgirls caught them, took her weapon and escape, then offered her a deal: the love of her life in return for her shield, and with it the chance to save her in the future.  
  
She scowled, she raged, she bargained, she wept...  
  
...and then, in the end, she complied.  
  
Madoka was taken. Her shield was returned.  
  


As she wept, time snapped, recoiled.

***

  
After that, Homura hid nothing. No sooner was Walpurgis defeated than she explained their situation to every member of the quintet.   
  
In the months ahead, they talked of contingencies and plans. They met and made preparations. Only Homura truly understood the horror of their predicament, but the others could at least be cowed into obedience.   
  
As the Day of the Catgirls came closer and closer, they gathered up their families and their friends, all those they could convince, and led them to the sanctuary she'd found. An abandoned barrier, empty home of a long dead witch, maintained by lingering magic. Hidden and protected--mundanely and by every magic available to them. Impenetrable, even to a monster like Walpurgis.   
  
They waited.   
  
At last, the fated day arrived, and they huddled in silence as the world ended around them. Occasionally, the barrier would shake. The walls would tremble, as if liquid.  
  
But... no catgirls came. No saucers. No probing appendages.   
  
For an instant, Homura allowed herself to believe they were safe.   
  
A tremor. A snap. Great cracks scarred the walls, spilling pink into their sanctuary. The light scoured their world, turning stone to card and flesh to paper. Homura watched, aghast, as her friends turned soft and flat, reduced from living beings to pale cutouts of themselves.   
  
Then she was falling--floating--herself, her limbs loose and lifeless.   
  
With a clang, her shield struck her body.  
  
Whirr. Click. Snap.  
  


***

With each new timeline fresh, Homura passed a little farther through the labyrinth of fate, weaving her thread a little deeper into the weft of time's tapestry. She'd learnt lessons. She'd made plans. To begin, their enemy was legion...  
  
Therefore... they needed more than a quintet.   
  
Together, the five of them went from one end of the world to the other, seeking puella magi of every measurable level of talent and skill. The challenge was difficult--witches and grief were a constant obstacle, but with perseverance came results. Connections, hints, allies. Anything that could help.  
  
This time, when the saucers descended, it was not to meek prey but a planet well-defended. Prismatic light split the sky as magical bolts struck the falling craft, knocking saucers off their courses and out of the air. On the streets, magical girls warred with catgirl soldiers, innumerable weapons clashing against claws.   
  
In the midst of the fighting, Homura swam through ambered time, carrying a weapon stolen in secret from a craft beneath the waves.   
  
Clinging to the surface of the mothership, she withdrew the shrunken warhead and placed it against the skin of the craft. A simple touch, a violet glow, and it was primed. She unstilled time and fled, leaping for the ground.  
  
As time resumed, the sky exploded. A lance of fire cut a gash through the clouds. Dark smoke and ashes plumed in its wake.  
  
On the streets, the fighting stopped. Catgirl and human alike looked up.   
  
As the fireball raged, lights danced across the mothership's surface. For an instant it lay inside a luminous web, thin as gauze, yet strong as diamond. The flames dashed uselessly against it.  
  
Then, at last, the fire died. The sparkling faded. The spacecraft floated unharmed.  
  
On the ground, magical girls screamed in frustration or dropped whimpering to the ground. Homura only stared, eyes glazed, as the cat-faced craft turned inexorably above her.   
  
And then, from its base: that sickly pink light began to shine.  
  
At her side, the others turned to her in fear. Her stories had prepared them, but only to fear it...  
  
With a whimper, Mami fell to the floor. Beside her, Kyoko and Sayaka caught each other's gaze. They stared for an instant, then came together in embrace.   
  
Homura stared, dully, at the light. It was swelling now, like a bubble of gum. Soon it would burst.  
  
A hand settled on her arm. She turned to find the face of Madoka, eyes wide, mouth tight, her fear restrained.  
  
Homura went to speak. To apologize, to promise she would--  
  
Madoka kissed her.   
  
The sense of it shocked her more than the fighting, more than any of her victories or her losses. She drew Madoka close, held her tight.  
  
Far above, the bubble burst. Pink light exploded from the saucer.  
  
Homura closed her eyes, hugged Madoka even closer.  
  
Nearby, Mami screamed as the pink light tore through her, as her body lengthened and yellowed, reduced from living girl to simple banana. At her side, Kyoko and Sayaka, still hugging, shrank together, transformed into a cherry and blueberry, tied and bound to a single stem. They dropped.  
  
Homura lips left Madoka's. Her eyes were wide, her face red.   
  
Then she felt the force of Madoka's hands against her chest, and she was falling backward and away from her. She had just enough time to see her, arms outstretched, her mouth in a smile, her eyes screwed tight to hide their tears.   
  
Then the light overtook her, and she froze, her clothing melting away, her skin turning pink and furred.  
  
Without a word, Madoka Kaname shrank to the ground, reduced in an instant from girl to peach.  
  
Homura fell back, eyes closed, silent. Her hand went to her shield.  
  
Time clicked, reverted.  
  


***

And so it went. Again and again. Timeline after timeline, thread after thread. They looped and knotted in Homura's mind, strangling all hope in their temporal skein. 

Over and over and again, until, at last...  
  
Homura collapsed into the chair, ragged and beaten. Her limbs ached, her body was limp--the gem on her hand was near as dark as her hair. Her shield was gone.   
  
Arranged before her was a familiar table, molded of that ubiquitous blue plastic. Though lengthy, it had only two chairs: her own and a second: empty, directly opposing her.   
  
She stared at it, dully.   
  
As she waited in silence, a flock of maids entered the room. Robotic, but human in appearance, they spared her no attention as they checked and set the table, laying first cutlery, then glasses, then plates. One tucked a napkin into Homura's collar, lifting her hand to adjust the placement of her fork. The magical girl watched without resistance.   
  
Then, as one, the maids flitted out. Another door on the other side of the room clicked open.   
  
A pair of glowing eyes, tight and malicious, appeared in its dark, their pupils thin as slits. Seigu strode in, rubbing her hands together in eager anticipation. "Hello, Homura," she said, taking the table's empty seal. "It's nyice to meet nyou in person again. ...Have nyou figured it out yet?"  
  
Homura stared sullenly. Her voice was hollow. "You've been following me."  
  
Seigu clapped. "That's right! Nyou see, nyour time-travel works on a many-worlds model, which means we can follow nyou through our Nyar Gate as easily as to any other world..." She grinned. "It also means, unlike nyour other enemies, we can learn from what nyou try and adapt to it. That's right, nyou can't ' _Live Die Repeat_ ' _us_ , nya." She frowned, then tapped her head. "Wow, I'm sorry, I must be catching trans-Creational static from all this multi-dimensional travel."  
  
Homura could only stare at the empty table before her. "Why?" she asked at last.  
  
"Why?" Seigu chuckled. "Oh, Homura. Nyou know how wishes work. Hope is metered out at the price of equal despair, and _nyou_ were waaay overdrawn at the hope bank. Fufufu, we saw _lots_ of nyour timelines as we were trailing nyou, and nyone were as happy as the one in which we found nyou. Like a little golden thread, woven through the darkness." She smiled. "Nyou'd accrued a _lot_ of debt, nya. We're just its collectors."   
  
She laughed. "....Nyo, that's a lie. Really, it was just a fun way to spend a month."  
  
Homura grit her jaw, tightened her eyes.  
  
"...Anyway," the catgirl continued, "since nyou've been such a fun sport (and I mean that in the archaic sense, i.e. ' a source of amusement'), I thought I'd throw a little party, nyou know, to celebrate our time together nyow that it's ending." She snapped her fingers.  
  
At once, the doors of the chamber shuttered open again, and a tide of maids poured into the chamber. They carried in their hands large trays, filled with every kind and manner of food. As Homura watched, they laid them on the table, placing one particularly large platter directly in front of her.   
  
Homura whimpered as she took the sight in.  
  
Because on every tray and every platter the maids had placed, there sat something made from one of her friends. There, that cheesecake was Mami, swollen and engorged, breasts leaking cream, hair woven from golden sugar. And there, that bowl of fruit... every apple was Kyoko, every blueberry a little Sayaka. That was fountain was Hitomi, chocolate pouring from her mouth and breasts.  
  
And there, on the largest platter, straight in front of her, knelt Madoka, frozen on a pedestal of tiered cakes, her arms raised in fear, her mouth open in terror--her body made of frosting and cake. Even the layers beneath her were Madoka, reshaped and reformed, visible only as etchings in the icing, the whirls around the sides each little Madoka's as well, tangled and overlapping, tongues on feet and pressed between cheeks.  
  
And of course, the whole piece was dripping with pulp, pumped into the sponge like jam. It leaked from the corner of the main Madoka's eyes, trickled in little drips from her nipples and vulva. Homura saw faces in those drops, drooping tongues and empty, lust-broken eyes.   
  
Seigu chuckled. "Nyeah, we've been collecting them as we go, nya. That's the other funny thing about many-worlds time-travel - those worlds don't stop existing when nyou leave them, nya. All those people still exist." She tilted her head and grinned. "Makes it seem kinda selfish of nyou to abandon them, doesn't it?" She took a peach from the table and nibbled it.  
  
Homura choked. She stared from the catgirl to the food on her platter. Thick tears formed in her eyes. "I'm sorry," she whimpered. "I'm sorry, I'm--"  
  
"Aww, don't feel _too_ bad," said Seigu, "this is supposed to be a party, after all." She stood, took a spoon, and - walking to Homura's side of the table - scooped out a little piece of sponge from Madoka's thigh, complete with a topping of pulp. "Here," she said, offering it to Homura.  
  
The puella magi scrunched up her eyes and shivered in her chair.   
  
"Come on~," Seigu said, holding the spoon beneath her nose. She wiggled it enticingly.   
  
Homura sniffed, and the scent of spongecake entered her nostrils, followed by the irrepressible scent of Madoka's pulp. Cream and peach. Utter sweetness. Even as she shuddered, her mouth began to water.   
  
Seigu grinned. Without a word, she shoved the spoonful forward, straight between Homura's lips. The magical girl's eyes went wide in horror. She squealed and struggled, but the catgirl held her jaw closed tight.   
  
"There we go..." said Seigu. She withdrew the spoon, clean and empty.   
  
Homura squirmed and shook at morsel in her mouth, but with the catgirl's hand on her lips, she couldn't force herself to spit it out. And even as she struggled, it was melting on her tongue. First the creamy sponge, then the tangy, juice-rich pulp. At its taste, she almost squealed. It was--   
  
Her squirming stopped. Her eyes narrowed. A heat flowed from her tongue and down into her crevasses.   
  
Slowly, she began to chew.  
  
Seigu snickered. Turning back to the table, she gathered another spoonful and held it to the puella magi's lips. "More, nya?"  
  
Homura said nothing, but she didn't resist as the catgirl slipped that spoonful of Madoka into her mouth. As the magical girl chewed, an effervescent blush filled both of her cheeks. Her eyes closed; she sighed in contentment. Without thinking, one of her hands crept between her legs. Seigu trailed it with obvious amusement.  
  
Stepping back, she placed the spoon on the table and slipped around its length, placing the Madoka-shaped cake between herself and Homura. As the puella magi continued to chew, the catgirl waited. Then, at last:  
  
" _HOMURA_!" she screamed, an awful, terrified cry, a perfect recreation of Madoka Kaname's voice.  
  
The eyes of Homura Akemi snapped open, drawn straight to the statue on the table. Her mouth gaped. She glanced around in shock, suddenly conscious of herself again. Her gaze turned to her hand, still stuck beneath her skirt. It trembled.  
  
"I-- I--" Her voice wavered, broken.  
  
And then, at last, she wept. Great tears fell into her lap, landing on already sodden stockings. The gem on her hand became darker and darker.  
  
Stepping out from behind the cake, Seigu studied her closely. The catgirl's eyes seemed to click and whirr, as if recording for a later viewing.   
  
Then, just as the last fleck of light was about to leave Homura's gem, the catgirl stepped forward. Her finger flashed.  
  
Pink light swept Homura's form. She froze, mid-sob, unable to move save to swivel her eyes. Even the darkness in her gem seemed stilled.  
  
"Aww," said Seigu, after a moment. "I was hoping nyou'd last a little longer, nya. I didn't even get chance to show nyou the piñata! Oh well! I guess it's time for nyour prize." She snapped her fingers, and the smaller catgirl scrambled through the door, a plastic basket clutched between her hands.  
  
At Seigu's command, she held it up to Homura's face. The magical girl's eyes spun to look. Then they widened. Her pupils shrank to tiny dots.  
  
Resting on a little cushion in the basket lay four colorful, little eggs: one red, one yellow, one blue, and one...  
  
...pink.  
  
She turned back to Seigu, who was grinning madly, then back to the eggs.  
  
Their four faces--eyes wide, pupils rolling back, little tongues lolling from gaping mouths--starred back. Beneath these frozen faces, each egg had two hands, raised in parodic v-signs, and the hints of splayed legs. The picture was of utter pleasure, of ecstasy to the point of mindlessness.  
  
Homura's own eyes quivered in their sockets, even as the rest of her sat unmoving.  
  
Seigu chuckled at the sight. "I decided to do something really special with nyour friends from this timeline," she said, tapping the yellow egg with a pointed nail, then plucking it into the air. "See, they're egg-timers, perfect for when nyou wanna... I dunno, time an egg?" With a shrug, she grasped Mami's two halves between her fingers and twisted them, making a series of little clicks. Then, she placed the former girl onto her cushion.  
  
Resting in the basket, Mami shuddered. With every second, she ticked, and her top half turned a little as the gearwheels inside her wound down. At last, her face reached its starting point again, and she began to shake, filling the air with a cacophonous ringing. After a second, Seigu reached down and stopped her.   
  
"And hey, look who's here, nya~," said the catgirl. She grabbed the little pink timer, holding it up for Homura to examine. It was slightly smaller than the others.  
  
_M-Madoka..._ Her crush's bliss-broken face stared back, split with gormless pleasure.   
  
"Awww, doesn't she look happy?" asked Seigu. She squeezed the little timer tight, threatening to crack her. Homura's eyes shook. Then, Seigu took and twisted it, turning Madoka's top half against her bottom, just like Mami before her. The sound of little clicks rang out. Finally, she replaced her in the basket, where the former magical girl ticked and unwound.  
  
Seigu laughed. "Well, that's enough of that, nya." She grinned maliciously. "Time to finish the collection~."  
  
Without another word, she turned her pointer finger on the last puella magi, causing the bubblegum light that shrouded her form to glow an even brighter shade of pink. Homura wanted to scream at that familiar tingling--the feeling of many, many timelines ending--writhed across the skin. Her clothes melted into nothingness. The invisible force grasped her limbs, splayed her legs, raised her arms, and wrenched her fingers into two twin v-signs. Next, it took her face and twisted it, rolling back her eyes until they aimed towards the ceiling and forcing her mouth to gape open. Her tongue lolled out. She exhaled.  
  
Then, just like that, she was changing.   
  
In an awful repeat of her first transformation, the changes began at her core. She saw a rash of purple, the same deep shade as her ribbons, spreading across her skin, turning it into shining, solid plastic. As the colour spread, her stomach bubbled, swelling as if pumped full of air. And indeed, like a bubble, it encompassed what it touched, pulling everything in to itself, starting with her hips, then her torso. Her thighs and her chest were next, then her arms and legs. Finally, the purple swelling subsumed her head, leaving only her face to stare, fixed in pleasure, through its shell of purple plastic.   
  
As the world grew larger around her, Homura felt a cavity forming at her centre. Her plastic core was expanding, forming a gap for... for her _mechanisms_. She wanted to squirm as her internals reshaped, plastic molding into little gearwheels, axles, and springs. She felt her whole outer body splitting in two, just waiting for someone to take and twist her, to wind up and leave her to tick slowly down.   
  
At last, the world around her finished growing. The chair in which she sat was an island, the table ahead a vast mountain. Seigu, leaning over, was the statue of a goddess.   
  
Homura thought nothing as the hand reached down and grasped her. Her mind had been pumped and drained of grief too fast and too often, and now it was as dry and shriveled as an over-wrung sponge.   
  
She still gasped though, as the catgirl tightened her grip and twisted her two halves against one another. Intense pleasure filled her thoughts as Seigu wound her, pleasure that built and built with every little click until at last it was almost unbearable.   
  
At last, Seigu released her grip. The clicking stopped. Homura cried and tried to gasp as her mechanism, turned too tightly into itself, began to spin in the other direction. A slow stream of pleasure bled into her mind. A little _tick_ shook her body, accompanied by a pang of utter ecstasy.  
  
Humming, Seigu lowered her to the basket and placed her on the cushion, right beside the little timer that used to be Madoka Kaname. As Homura's top half spun, she caught the face of her once best friend and unspoken love spinning, slowly, away from her. Together they turned, with and against one another, opposite and apposite, like interlocked gears in a well-maintained clock.   
  
Tick, went Homura.   
  
Tick, went Madoka.   
  
Tick, tick, tick...

*

  
Seifuku's cheeks bulged as she stuffed the final piece of the cake into her mouth, slathering her already messy lips with frosting. "Wow," she said, spraying flecks of sponge everywhere. "Dat was weally fun, nya."  
  
With a final, exaggerated gulp, she fell back in her chair, exposing her prodigiously swollen belly. Before her lay an empty plate, a bowl devoid of fruit, a fountain drained of chocolate, and a cracked piñata in the image of Madoka--pilfered, and refilled with empty wrappers (each bearing, of course, a puella magi's face).   
  
Seigu rolled her eyes. Without a word, she plucked a handheld vacuum from her breasts and turned it on her sister, who yowled and pawed as its suction caught her hair.  
  
"Nyou're right," said Seigu, once the mess had all been hoovered up or else swept beneath the table, "that _was_ fun, nya. We should find another one of these worlds, since there's so many of them. There's a lot of potential in having lots of the same person." She chuckled. "I could start a new line of products made exclusively from the same group of people. Puella Popsicles, perhaps?"   
  
Suddenly she paused and tapped her chin in thought, before stooping to pluck one of the egg-timers from its basket. "Nyou know," she said, turning it around in her fingers, "on second thought, I bet these would make an excellent set of butt-plugs..."  
  
Tick.  
  
Tick.  
  
_Tick_.

\---

  
  
BONUS CONTENT: Yet Another Alternate Timeline  
  
"Awww, doesn't she look happy?" asked Seigu. She squeezed the little timer tight, threatening to crack her. Homura's eyes shook.   
  
As Seigu's fingers tightened, the little timer wobbled, and with an awful _pop!_ , her entire top half snapped free of her bottom.   
  
_NO!_ Homura screeched.  
  
With a flick of her paw, Seigu snatched the free half from the air. "Fufu, _relax_ , nya. She's nyot broken yet." She held the two halves up to Homura's face, revealing that the break was clean and even. Madoka had been _made_ to break.  
  
Exposing by her splitting were the internals of her form. From her top a tiny gear descended, teeth poised to lock into those of the larger one rising from her bottom. Each half had a slot to fit its counterpart's... part.   
  
Seigu giggled. "See? She's modular, nya." She tapped a finger along all of her girls-turned-eggtimers. "Fufu. So I can mix-and-match nyou guys as much as I want~"   
  
She laughed again. "Well, that's enough of that, nya." She grinned maliciously. "Time to finish the collection~."  
  
Without another word, she turned her pointer finger on the last puella magi, causing the bubblegum light that shrouded her form to glow an even brighter shade of pink. Homura wanted to scream at that familiar tingling--the feeling of many, many timelines ending--writhed across the skin. Her clothes melted into nothingness. The invisible force grasped her limbs, splayed her legs, raised her arms, and wrenched her fingers into two twin v-signs. Next, it took her face and twisted it, rolling back her eyes until they aimed towards the ceiling and forcing her mouth to gape open. Her tongue lolled out. She exhaled.  
  
Then, just like that, she was changing.   
  
In an awful repeat of her first transformation, the changes began at her core. She saw a rash of purple, the same deep shade as her ribbons, spreading across her skin, turning it into shining, solid plastic. As the colour spread, her stomach bubbled, swelling as if pumped full of air. And indeed, like a bubble, it encompassed what it touched, pulling everything in to itself, starting with her hips, then her torso. Her thighs and her chest were next, then her arms and legs. Finally, the purple swelling subsumed her head, leaving only her face to stare, fixed in pleasure, through its shell of purple plastic.   
  
As the world grew larger around her, Homura felt a cavity forming at her centre. Her plastic core was expanding, forming a gap for... for her _mechanisms_. She wanted to squirm as her internals reshaped, plastic molding into little gearwheels, axles, and springs. She felt her whole outer body splitting in two, just waiting for someone to take and twist her, to wind up and leave her to tick slowly down.   
  
At last, the world around her finished growing. The chair in which she sat was an island, the table ahead a vast mountain. Seigu, leaning over, was the statue of a goddess.   
  
Homura thought nothing as the hand reached down and grasped her. Her mind had been pumped and drained of grief too fast and too often, and now it was as dry and shriveled as an over-wrung sponge.   
  
She still gasped though, as the catgirl tightening her grip and squeezed her, until it seemed as though she would fracture and burst. As last, with a explosion of pleasure, she burst, her top half flew from her bottom. Drowning in rapture, she could barely process that she was sailing through the air.   
  
She snapped to a stop as Seigu's fingers caught her in their grasp. As her ecstasy died, she found herself descending. The fingers tilted her, turned her on her side. As she cried and tried to regain her bearings, she caught the sight of the catgirl's other hand rising at her bottom of her vision. It held something small and white, a thick gear protruding from its top.   
  
_M-Madoka?_ "Nyow, let's connect nyou guys," said Seigu, snickering. She slammed her hands together.  
  
Homura squealed in the silence of her mind as she felt Madoka enter her, as she felt her crush's larger gear slipped into her gap, its teeth tangling with her mechanism's own, like a lover nibbling on her partner's lip. And at the same time, her own gear was entering Madoka, sliding as designed into girl-turned-timer's opening. The release was immediate--ecstasy flooded her mind.  
  
As it died away, she felt the fingers on her tighten again. With a click, they turned and turned her, winding her round and round and round. Intense pleasure filled her thoughts as her gear bit into Madoka's, building and building with every click after click, until at last it was almost unbearable.   
  
At last, Seigu released them. The clicking stopped. Homura cried and tried to gasp as her body, turned too tightly against her partner, began to spin in the other direction. A slow stream of pleasure bled into her mind. A little _tick_ shook her body, accompanied by a pang of utter delight.  
  
Then Seigu snapped her bottom into Madoka's top, and another spike of ecstasy stabbed into her mind.   
  
Humming, the catgirl took her two new timers, mixed-and-matched--each: one half violet, one half pink--and placed them in the basket, as interlaced and overlapping as pair of spooning lovers. As Homura's top half spun, she caught the face of her once best friend and unspoken love spinning, slowly, away from her. Together they turned, with and against one other, opposite and apposite, like interlocked gears in a well-maintained clock.   
  
Tick, went Homura.   
  
Tick, went Madoka.   
  
Tick, tick, tick...


End file.
